QUALIFIED INSTITUTIONAL PLACEMENTS

DISCLAIMER – IMPORTANT

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. THE ISSUE OF THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER REGULATION 2(1)(SS) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.

IMPORTANT: You must read the following notice before continuing. The following notice applies to the pre-numbered Preliminary Placement Document cum Application Form (the “Preliminary Placement Document”) of Shakti Pumps (India) Limited (the “Company”) and you are therefore advised to read the following notice carefully before accessing or making any other use of the Preliminary Placement Document. By accessing the Preliminary Placement Document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

The Preliminary Placement Document is intended for use by the intended recipient(s) only and you are not authorised to forward it or deliver it to any other person, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person, except your advisers and others in your company (provided that they are not in the United States or in any jurisdiction where offers or solicitations of the Equity Shares in the Issue (as both terms are defined in the Preliminary Placement Document) are not permitted by law).

The offer is personal to each prospective investor and is being made on a private placement basis and does not constitute, and should not be construed as, an offer or invitation or solicitation of an offer to the public or to any other person or class of investors.

The issue and distribution of the Preliminary Placement Document is being done in reliance upon Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), and Section 42 and Section 62 of the Companies Act, 2013, as amended, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, each as amended (the “Companies Act”). The Preliminary Placement Document has not been and will not be registered as a prospectus or a statement in lieu of prospectus with any registrar of companies in India under the Companies Act, and the Preliminary Placement Document should not be considered an offer document in this regard. The Preliminary Placement Document has been submitted to the Stock Exchanges (as defined in the Preliminary Placement Document). The Preliminary Placement Document has not been and will not be reviewed and approved by any regulatory authority or listing in India or abroad, including the Securities and Exchange Board of India, the Reserve Bank of India, any registrar of companies in India or any stock exchange in India.

The Equity Shares (as defined in the Preliminary Placement Document) offered pursuant to the Preliminary Placement Document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and they may not be offered or sold in the United States except pursuant to a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares are being offered and sold only outside the United States in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales occur.

NOTHING HEREIN CONSTITUTES AN OFFER OF EQUITY SHARES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

The Preliminary Placement Document does not constitute, and may not be used in connection with, an offer or solicitation of Equity Shares in any jurisdiction where offers or solicitations are not permitted by law. You are reminded that the Preliminary Placement Document has been delivered to you on the basis that you are a person into whose possession the Preliminary Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

You are advised that the information in the attached Preliminary Placement Document is not complete and may be changed at any time without notice.If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the Equity Shares offered pursuant to Preliminary Placement Document.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Access to the Preliminary Placement Document does not constitute a recommendation by the Company, the BRLM, any of their respective affiliates or any other party to subscribe to or buy or sell the Equity Shares.

If you do not agree to the terms contained herein, you are unauthorised to access the Preliminary Placement Document and you should delete and destroy any printed or soft copies of the Preliminary Placement Document.